Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 2, 2021, RealNetworks, Inc. announced that Christine Chambers has
been named Chief Financial Officer of the company effective March 1, 2021,
replacing Judd Lee who will be transitioning out of the company in March 2021.
Ms. Chambers most recently served as Vice President, Finance for Rosetta Stone
Inc, since June 2018. From May 2016 to June 2018, Ms. Chambers served as
RealNetworks' Vice President, Finance. Previously, she served as an independent
finance consultant, beginning 2015, and as Deputy Director Budget and Planning
at the Bill & Melinda Gates Foundation, from 2013 to 2015. For eight years, from
2005 to 2013, she held several positions within the finance department of
RealNetworks. Ms. Chambers holds a Bachelor's degree in finance from
Loughborough University (in the UK) and an M.B.A. from the University of
Washington. She is an Associate member of the Chartered Global Management
Accountants (CGMA).
In conjunction with her appointment, the Compensation Committee of the Board of
Directors of RealNetworks approved certain compensatory arrangements for Ms.
Chambers. Specifically, the Compensation Committee approved (i) an annual base
salary of $330,000, (ii) a target annual bonus opportunity equal to 75% of her
base salary based on the achievement of certain preestablished goals determined
by the Compensation Committee, (iii) a guaranteed minimum bonus of $126,000 for
fiscal year 2021, (iv) a sign-on bonus of $100,000 that is subject to repayment
on a prorated basis if Ms. Chambers voluntarily leaves the company, other than
for good reason, with 24 months of her start date, and (v) severance benefits of
six months' base salary and prorated bonus in the event that Ms. Chambers is
terminated without cause or resigns for good reason. In addition, within 20
business days of the commencement of her employment with the company, the
Compensation Committee will approve an award of stock options to acquire 250,000
shares, which will be scheduled to vest over four years, with 25% vesting one
year from the commencement of her employment and 12.5% to vest every six months
thereafter, subject to Ms. Chambers' continued service to the company. The
equity award will be granted pursuant to the company's 2005 Stock Incentive Plan
and the standard form of agreement thereunder.
RealNetworks and Ms. Chambers also entered into a change in control severance
agreement providing for certain severance benefits whereby in the event the
company terminates her employment without cause in connection with a change in
control of the company, and subject to certain other provisions set forth in the
agreement, she will be entitled to receive 150% of her then-current standard
severance-related compensation plus acceleration of vesting by one year of any
of her unvested non-performance based equity.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Pursuant to the rules and regulations of the SEC, the attached exhibit is deemed to have been furnished to, but not filed with, the SEC.




 Exhibit No.   Description
     99.1        Press Release of RealNetworks, Inc. dated February 2, 2021.

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